Socialcom, Inc.(AX) entered into a Share Exchange Agreement to acquire Vado Corp. (OTCPK:VADP) in a reverse merger transaction on January 30, 2023. Each AX Shareholder shall transfer all AX Shares owned by such AX Shareholder to VADO in exchange for shares of Vado Common Stock at the exchange ratio of 8.75 shares of Vado Common Stock each AX Share for a total of 169,434,641 shares of VADO Common Stock. The AX Shares transferred to VADO at the Closing will constitute 100% of the issued and outstanding shares of capital stock of AX. Upon Closing, and after the issuance of those shares, the AX Shareholders will collectively own 96% of the shares of issued and outstanding VADO Common Stock. As of the Closing, David Lelong shall remain on the VADO board of directors; all other directors of VADO, if any, shall resign from the board of directors of VADO, the number of directors shall be set at three and Jason Wulfsohn and Reeve Benaron shall be appointed as directors of VADO. David Lelong shall resign as an officer of VADO, effective on the Closing Date, and the nominees of AX shall, as of the Closing Date, be appointed as the officers of VADO. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity having jurisdiction which the failure to obtain, make or occur would have a Material Adverse Effect on VADO or AX shall have been obtained, made or occurred. AX shall have received resolutions duly adopted by VADO's board of directors approving the execution. VADO shall have delivered to AX the resignation of David Lelong as an officer of VADO. AX shall be satisfied with the results of its due diligence investigation of VADO in its sole and absolute discretion. The boards of directors of VADO and AX have determined that the acquisition of all or substantially all of the issued and outstanding shares of capital stock of AX by VADO through a share exchange upon the would be in the best interests of VADO and AX. The AX Shareholder has approved the agreement. The Closing shall have occurred by February 24, 2023. Samuel S. Guzik of Guzik & Associates served as legal advisor to Socialcom. Michael Harris of served as legal advisor to Vado Corp

Socialcom, Inc.(AX) completed the acquisition of Vado Corp. (OTCPK:VADP) in a reverse merger transaction on February 24, 2023